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Category Archives: Regulation A+

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NASAA Requests Comments on Proposed Rule and Notice Form for Tier 2 Regulation A Offerings

Posted in Regulation A+

On January 27, 2016, the Corporation Finance Section of the North American Securities Administrators Association (NASAA) requested comments on a proposed model rule and uniform notice filing form aimed at simplifying the state notification requirements for Regulation A Tier 2 offerings.  One of the most significant concerns regarding the proposed amendments to Regulation A was… Continue Reading

ALI CLE Seminar: Regulation D Offerings and Private Placements…Plus New Options for Exempt Offerings

Posted in Crowdfunding, Events, Private Placements, Regulation A+, Regulation D, Rule 144A, Rule 506

On Thursday, March 10, Friday, March 11, and Saturday, March 12, 2016, Morrison & Foerster Partner Marty Dunn will speak at the American Law Institute’s “Regulation D Offerings and Private Placements…Plus New Options for Exempt Offerings” conference in Scottsdale, Arizona. Mr. Dunn will participate in several panels, including: “Conceptual, Statutory, and Regulatory Background and Structure;”… Continue Reading

Complimentary Teleconference: Too Many Exempt Offering Choices?

Posted in Crowdfunding, Events, IPO On-Ramp, Regulation A+, Rule 506

On November 16, 2015 at 12:00 p.m. EST, Morrison & Foerster Partners David Lynn and Anna Pinedo will lead a teleconference on exempt offering choices available to issuers. Now that the final Regulation Crowdfunding has been released, all of the new offering formats contemplated by the JOBS Act will be available to issuers. Of course,… Continue Reading

PLI Seminar: Understanding the Securities Laws Fall 2015

Posted in Crowdfunding, Events, Private Placements, Regulation A+, Regulation D, Rule 144A

PLI’s Understanding the Securities Laws Fall 2015 conference on December 17-18, 2015, will provide an overview and discussion of the basic aspects of the U.S. federal securities laws by leading in-house and law firm practitioners and key SEC representatives. Emphasis will be placed on the interplay among the Securities Act of 1933, the Securities Exchange… Continue Reading

Market Update

Posted in Regulation A+, Rule 506

At today’s Practising Law Institute conference on Private Placements and Hybrid Securities Offerings program, a representative of the SEC Staff shared some statistics on Rule 506 offerings.  Since the September 2013 effective date of the amended Rule 506 rules, based solely on Form D filings there have been approximately 40,000 Rule 506(b) offerings, raising approximately… Continue Reading

PLI Seminar: Private Placements and Hybrid Securities Offerings 2015

Posted in Events, Private Placements, Regulation A+, Regulation D, Rule 144A

PLI’s Private Placements and Hybrid Securities Offerings 2015 conference on October 26-27, 2015, presents an expert faculty of leading practitioners and regulators as they discuss and analyze the changing regulatory framework and market for private offerings.  They will address the changes to private and exempt offerings brought about by the JOBS Act, including matchmaking platforms,… Continue Reading

Updated OTCQX and OTCQB application guides for Reg A+ Issuers

Posted in Regulation A+, Venture Exchanges

In response to feedback from issuers, the OTC Markets Group has released updated guides outlining the application process to join their OTCQX Best Market and OTCQB Venture Market trading platforms for companies conducting offerings under Tier 2 of Regulation A+.  The OTCQX Best Market is for established, growth and global companies that meet high financial… Continue Reading

Unlawful Crowdfunding? — SEC Institutes Public Administrative and Cease-and-Desist Proceeding Against Unregistered Broker-Dealer

Posted in Crowdfunding, Regulation A+, SEC News

In a proceeding on September 28th, the SEC ordered a public hearing to be held before an Administrative Law Judge within the next two months.  Further, the SEC ordered the Respondent and two companies under his control, to cease and desist from any engaging in any unlicensed and/or criminal acts of securities dealing. The Respondent… Continue Reading

No Portal Necessary

Posted in Capital Formation, Regulation A+

With increasing frequency, we are asked whether an issuer that is considering a Regulation A offering is required to engage or use the services of a funding portal. In short, NO. A funding portal is a new type of financial intermediary that performs certain limited functions in connection with Title III crowdfunded offerings. A funding… Continue Reading

Regulation A Roundup

Posted in Regulation A+

This week marks the three-month anniversary of the effective date of Regulation A.  Of course, given this limited experience, it may be premature to comment on market developments.  Instead, below we summarize significant developments. Small Entity Compliance Guide Immediately prior to the effective date, the Securities and Exchange Commission published this Small Entity Compliance Guide:… Continue Reading

It’s Not Crowdfunding!

Posted in Regulation A+

Since the Regulation A+ effective date last month, a number of websites have emerged that promote “Regulation A+ crowdfunding” contributing even further to the confusion in the market regarding “crowdfunding.” Colloquially perhaps any attempt to raise capital through the use of an internet-based platform may be thought of as crowdfunding; however, to a securities lawyer,… Continue Reading

SEC Guidance on Regulation A+

Posted in Regulation A+, SEC News

The SEC has provided guidance to issuers on Regulation A+ offerings.  You can access the SEC’s Small Entity Compliance Guide here:  http://www.sec.gov/info/smallbus/secg/regulation-a-amendments-secg.shtml. In addition, the SEC Staff has published a number of Compliance and Disclosure Interpretations, which may be accessed here: http://www.sec.gov/divisions/corpfin/guidance/securitiesactrules-interps.htm#182.01. For convenience, we have reprinted below the C&DIs. Section 182. Rules 251 to… Continue Reading

Complimentary Teleconference: Canadian Issuers and Regulation A+

Posted in Events, Regulation A+

On Thursday, June 25, 2015, Morrison & Foerster Partner Anna Pinedo will be joined by Blake, Cassels & Graydon Partner Pamela Hughes to present “Canadian Issues and Regulation A+”.  On June 19, 2015, the Regulation A+ rules adopted by the U.S. Securities and Exchange Commission became effective. Regulation A+ provides an important capital-raising alternative for private… Continue Reading

SEC Denies Motion to Stay Regulation A+

Posted in Regulation A+

On June 5, 2015, Monica J. Lindeen, Montana State Auditor, ex officio Commissioner of Securities and Insurance, filed a motion with the SEC for a stay of the Regulation A+ rules, which are scheduled to become effective this Friday.  In an order issued on July 16, 2015, the Commission denied the Montana motion.  The Commission… Continue Reading

OTC Markets Adopts Rule Changes

Posted in Regulation A+

The OTC Markets has adopted rule changes for OTCQX and OTCQB to accommodate for Reg A + and require quarterly disclosure for the OTCQX marketplace.  See below. OTCQB: http://www.otcmarkets.com/services/companies/otcqb/apply OTCQX for U.S. Companies: http://www.otcmarkets.com/services/companies/otcqx-us/pricing OTCQX for Banks: http://www.otcmarkets.com/services/companies/otcqx-banks/apply OTCQX for International Companies: http://www.otcmarkets.com/services/companies/otcqx-international/pricing

Massachusetts Challenges Regulation A+

Posted in Regulation A+

On May 22, 2015, William F. Galvin, the Secretary of the Commonwealth of Massachusetts, filed a petition for review in the U.S. Court of Appeals for the District of Columbia Circuit seeking court review of the portion of SEC’s Regulation A+ rules which relate to preempting state law.  Galvin requests that the Court hold that… Continue Reading

Americans Stand On the Cusp of a Money Revolution

Posted in JOBS Act News, Regulation A+

Americans are standing on the cusp of a revolution in how we access and use money, a revolution that could make our economic lives more secure and our economy more robust. Just as e-commerce freed merchants and customers from geographic boundaries in the delivery of goods, advances in financial technology promise to make it easier… Continue Reading

Effective Date for Reg A+ this Summer

Posted in Regulation A+

Reg A (pron.: reg•gae) has the potential to become an important capital-raising alternative for emerging companies. With the final rules becoming effective on June 19th, turn to Morrison & Foerster for timely advice whether you are contemplating an offering or simply planning ahead.

Complimentary Teleconference: Structuring Your Regulation A+ Offering

Posted in Events, Regulation A+

On April 14, 2015, at 1:00 pm EST, Morrison & Foerster Partners Marty Dunn, David Lynn and Anna Pinedo will lead a teleconference on structuring Regulation A+ offerings. Now that the Securities and Exchange Commission has adopted final rules amending Regulation A, issuers, venture and private equity investors and financial intermediaries may want to consider a Regulation… Continue Reading

PLI Webinar: Capital-Raising using Regulation A+

Posted in Events, Regulation A+

On April 6, 2015, at 1:00 pm EST, Morrison & Foerster Partners Anna Pinedo and David Lynn, and Zachary O. Fallon, Special Counsel, Division of Corporation Finance, U.S. Securities and Exchange Commission (invited), will participate in a PLI Webinar on capital-raising using Regulation A+.  On March 25, 2015, the U.S. Securities and Exchange Commission unanimously… Continue Reading

A-Okay, Regulation A+

Posted in Regulation A+, SEC News

This is a very brief, initial summary.  We will be reporting on the final rule in an upcoming alert.  The SEC’s proposed rules already had provided a very practical format for private issuers seeking to raise capital.  The proposing release generated mixed comments, with practitioners largely supporting the SEC’s proposal, and others raising concerns about… Continue Reading

Chair White’s Testimony on SEC Initiatives

Posted in Dodd-Frank News, JOBS Act News, Regulation A+, SEC News

In testimony today, Chair White provided a brief update on various rulemaking initiatives.  She noted that, in connection with the Dodd-Frank Act mandates, the Division of Corporation Finance continues to work to implement provisions of the Dodd-Frank Act relating to executive compensation matters and payments by resource extraction issuers, and is currently conducting the review… Continue Reading